Board strategy, shareholders and the Enterprise Chamber: AkzoNobel (2017) and the Nexperia inquiry (2025–2026)

The judgments

The question

The Dutch right of inquiry (enquêterecht) lets the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeal order an independent investigation into the policy and conduct of affairs of a company and, while the case is pending, take immediate measures that reach deep into its governance: suspending directors, appointing a court director with a casting vote, putting shares under administration. It can be started by shareholders, by the company itself and, for reasons of public interest, by the Advocate General.

Two questions sit at the centre of this review. First, how far may shareholders use the Enterprise Chamber to force a board to change its strategy, for example to engage with a bidder? Second, when the board itself is divided, or a controlling shareholder steers the company in a direction others inside it oppose, what does the Chamber look at and how far will it intervene? The 2017 AkzoNobel decision answers the first question. The Nexperia decisions of October 2025 and February 2026 answer the second. Read together, they show a consistent line: the Chamber does not judge whether a strategy is right, but it does examine whether the strategy came out of a sound, collegial and documented decision-making process with a proper weighing of interests and risks.

The legal framework

Who may ask, and on what test

The inquiry provisions are in Division 2 of Title 8 of Book 2 of the Civil Code. Article 2:344 applies them to, among others, the public limited company (NV) and the private limited company (BV). Under Article 2:345(1) the Enterprise Chamber may appoint one or more persons to inquire into “the policy and the conduct of affairs of a legal person”, in whole or for a part or period. Article 2:345(2) gives the Advocate General a separate right to request an inquiry for reasons of public interest.

Article 2:346(1) lists who may file. For an NV or BV these are shareholders or depositary receipt holders above thresholds that depend on the size and listing of the company, the legal person itself (point e), and persons on whom the articles or an agreement confer the power. Our current text of Article 2:346 was last amended with effect from 1 January 2025 according to our source data, so the thresholds that applied to Elliott’s request in 2017 may have read differently; the AkzoNobel decision does not discuss standing. Article 2:349(1) makes applicants inadmissible unless they first put their objections in writing to the management board and supervisory board, but its second sentence disapplies this where the request is made by the legal person itself, which then has to inform its boards and the works council.

The core test is in Article 2:350(1): the Chamber grants the request “only if it appears that there are well-founded reasons to doubt the correctness of the policy or of the conduct of affairs”. If it does, it sets a maximum budget, the company pays the costs (Article 2:350(3)) and a supervisory judge (raadsheer-commissaris) is appointed (Article 2:350(4)).

Immediate measures

Article 2:349a(2) allows the Chamber, “at any stage of the proceedings”, to take an immediate measure “in view of the state of affairs of the legal person or in the interests of the inquiry”, having regard to the interests of the legal person and those involved in its organisation, for no longer than the duration of the proceedings. Where no inquiry has yet been ordered, Article 2:349a(3) adds a threshold: a measure is taken only if, in the Chamber’s provisional opinion, there are well-founded reasons to doubt the correctness of the policy or conduct of affairs, and the Chamber must then decide on the inquiry request “within a reasonable period”. The text does not list the measures. In both cases reviewed here, the measures requested or taken correspond to categories in Article 2:356: suspension of directors or supervisory directors (point b), temporary appointment of directors (point c), temporary departure from the articles (point d) and temporary transfer of shares for administration (point e).

After the report

If the investigators’ report shows mismanagement, Article 2:355(1) allows the applicants and others to request definitive measures from the list in Article 2:356, within two months of the filing of the report (Article 2:355(2)). Article 2:354 allows the company to recover the costs of the inquiry from a director found responsible. Neither case reviewed here has reached that stage.

Board, supervisory board and the interests to be served

For an NV, Article 2:129(1) makes the management board responsible for managing the company, and Article 2:129(5) requires directors to be guided by “the interests of the company and the enterprise connected with it”. Our current text of paragraph 1 adds that, for a listed company, management “in any event includes determining the policy and strategy of the company”. Article 2:129 was last amended with effect from 1 May 2021 according to our source data; the 2017 AkzoNobel decision did not rely on the statute for this point but on Supreme Court case law. Article 2:140(2) gives the supervisory board the task of supervising the management board’s policy and the general course of affairs, with the same interest as its guide. For the BV the equivalents are Article 2:239 and, for a one-tier board such as Nexperia Holding’s, Article 2:239a(1). Article 2:239(6) bars a director with a conflicting direct or indirect personal interest from deliberations and decision-making.

Over all of this sits Article 2:8(1): the legal person and those involved in its organisation must behave towards one another in accordance with reasonableness and fairness. AkzoNobel relies on Article 2:8 to derive the board’s duty of care towards all stakeholders (para. 3.12); Nexperia relies on it for the company’s independent interest in compliance with norms, including procedural norms of proper decision-making (11 February 2026, para. 3.6). Shareholders of an NV who want a meeting the boards refuse to call can go to the preliminary relief judge under Article 2:110(1) and Article 2:111(1), who grants authorisation if the applicants have a reasonable interest in the meeting.

AkzoNobel: Enterprise Chamber, 29 May 2017

Facts

AkzoNobel N.V. is listed on Euronext. In 2016 it had group revenue of €14.2 billion and about 45,000 employees, about 5,000 of them in the Netherlands (para. 2.1). Its management board had two members, the CEO Büchner and the CFO Castella; its supervisory board had eight members chaired since 2014 by Burgmans (paras 2.2–2.3). Forty-eight priority shares, each worth 200 votes, were held by Stichting AkzoNobel, whose board consisted of supervisory directors and which had a binding nomination right for directors and supervisory directors that it had never used (paras 2.4 and 2.8). Elliott held about 4.89% of the ordinary shares (para. 2.5).

PPG Industries, the world’s market leader in paints and coatings, made three unsolicited, non-binding proposals to acquire all ordinary shares by public offer: - on 2 March 2017, €54 in cash plus 0.3 PPG shares, a value of €83 per share cum dividend against an AkzoNobel closing price of €63.31 on 28 February 2017 (para. 2.10); - on 20 March 2017, €57.50 plus 0.331 PPG shares, valued at €90 (para. 2.20); - on 24 April 2017, €61.50 plus 0.357 PPG shares, valued at €96.75, with commitments on Dutch headquarters, jobs at Dutch Specialty Chemicals plants, pensions, research and development, and a “significant reverse break-up fee” (para. 2.44).

The management board and the full supervisory board rejected each proposal unanimously, on 8 March, 22 March and 7 May 2017, assisted by two investment banks, two law firms and communication advisers (paras 2.12, 2.21, 2.54). Between 3 March and 7 May 2017 the two boards met 18 times (para. 2.55). On 19 April 2017 AkzoNobel presented a stand-alone strategy: separation of Specialty Chemicals within 12 months, a 50% higher regular dividend and a €1 billion special dividend (para. 2.41). A meeting with PPG’s CEO and lead independent director took place in Rotterdam on 6 May 2017, about 90 minutes long, after AkzoNobel had stated that its purpose was only to let PPG explain its third proposal (paras 2.53 and 3.21).

On 10 April 2017 Elliott and other funds holding together more than 10% of the issued capital asked the boards to convene an extraordinary general meeting with one agenda item: the dismissal of Burgmans as supervisory director and chair. The letter stated that their concerns did not relate to the strategy as such (para. 2.35). An internal Elliott e-mail of 11 April 2017 suggested calling PPG to say that “now may be an opportune time for ppg to reach out and try to engage” (para. 2.36). The supervisory board refused the request on 25 April 2017 (para. 2.46). At the annual meeting the same day nearly 30% voted against discharge of both boards (para. 2.47). The central works council of Akzo Nobel Nederland B.V. and the European works council supported the stand-alone strategy (paras 2.26 and 2.61).

The requests and the positions

Elliott filed on 9 May 2017. It asked for an inquiry and, as immediate measures, primarily an order to convene the EGM with the requested agenda item within three working days, so that it could be held on 6 June 2017, and the appointment of a supervisory director with a casting vote on matters concerning the meeting; in the alternative, a supervisory director with power to initiate the meeting (para. 1.2). Tweedy Browne asked for the suspension of Burgmans and the appointment of a supervisory director with a casting vote; USS for three court-appointed supervisory directors to manage a dialogue with PPG; York for a functionary on an M&A committee (paras 1.9, 1.10 and 1.16). The Chamber heard only the immediate measures on 22 May 2017 and admitted PPG as an interested party because it was closely involved in the subject of the proceedings, applying the Supreme Court’s Scheipar test (paras 1.13 and 1.15).

Elliott argued that AkzoNobel had failed to weigh the proposals with an open mind, wrongly refused reasonable consultation with PPG and frustrated a core shareholder power by refusing the EGM (para. 3.1). AkzoNobel relied on its Dutch stakeholder-oriented strategy, on its careful assessment and on the point that the EGM request was really aimed at changing strategy (para. 3.3).

The test for immediate measures without an inquiry

The Chamber started from the rule that, where no inquiry has yet been ordered, immediate measures require “sufficiently weighty reasons” and, provisionally, well-founded reasons to doubt correct policy, a standard that “calls for restraint” (para. 3.7). It then split the case into two subjects: how AkzoNobel came to reject PPG’s proposals, and how far it had rendered or was willing to render account to its shareholders (para. 3.8).

Strategy belongs to the board

The Chamber stated that determining the strategy of a company and its enterprise is in principle a matter for the management board, supervised by the supervisory board, and that the general meeting expresses its views by exercising its statutory and constitutional rights. The board must account to the general meeting for its policy but need not involve it in advance in decisions within its own powers, citing the Supreme Court’s ABN AMRO (2007) and ASMI (2010) decisions (para. 3.9). A target company’s positioning in response to a potential bidder is part of its strategy, because it involves weighing the proposals against alternatives, including a stand-alone scenario, and setting the conditions on which an offer could gain support (para. 3.10).

In short: determining AkzoNobel’s response to PPG’s proposals falls within the primacy of AkzoNobel’s management board, under the supervision of the supervisory board. The management board and the supervisory board can in principle confine themselves to rendering account (afterwards) to the general meeting for the position taken in response to PPG’s proposals, and the shareholders cannot claim a prior say in that matter.

The standard: company interest and stakeholders

The yardstick for that positioning, which no party disputed, is the interest of the company and its enterprise, “determined above all by promoting the lasting success of that enterprise”. In addition, directors must, partly on the basis of Article 2:8, exercise care towards the interests of all those involved with the company and its enterprise, which may require them to ensure that those interests are not harmed unnecessarily or disproportionately. For all this the Chamber referred to the Supreme Court’s Cancun decision of 4 April 2014 (para. 3.12). Later in the decision it rephrased the same test in the language of the Corporate Governance Code: long-term value creation of the company and its enterprise, with the relevant stakeholder interests weighed (para. 3.34).

No general duty to negotiate with an unsolicited bidder

The parties agreed that AkzoNobel had to assess the proposals carefully against alternatives; they disagreed on whether it had to negotiate or hold substantive talks with PPG (para. 3.13).

In the opinion of the Enterprise Chamber there is no general rule of law that obliges a target company to hold substantive discussions with a serious potential bidder that makes a serious takeover proposal unsolicited. Whether substantive discussions or negotiations are required depends on the circumstances of the specific case.

Where, as here, the target had not decided to abandon its stand-alone strategy, the relevant factors include the price, the bidder’s strategic intentions, the non-price content of the proposals, the extent to which the target can assess them without talks, and the course of the other interaction between the two (para. 3.14). Any duty to talk derives from the directors’ and supervisory directors’ duties towards the company; the fact that talks could help the board form its view or explain its preference to shareholders does not create such a duty on its own (para. 3.15). Towards the bidder there is no duty to negotiate at all. Reasonableness and fairness may require the target board to respect the legitimate interests of serious bidders and refrain from measures that frustrate bids and disproportionately harm them (ABN AMRO), but an unsolicited bidder has no claim to negotiations (para. 3.16).

Applying these factors, the Chamber found that the boards had deliberated intensively and frequently with reputable external advisers, and that the themes of the final rejection (Value, Timing, Certainty and Stakeholder considerations) showed serious, substantive analysis. It added that the correctness of the boards’ weighing was not for the Chamber to judge (paras 3.18–3.19). Burgmans’s public remarks, including that PPG had “simply made a bad proposal”, and the shareholders’ conviction that AkzoNobel had been bent on rejection from the start, were not enough to find that the process was no more than “going through the motions” (para. 3.20). In its replies to the first two proposals AkzoNobel had explained its objections in enough detail for PPG to adapt its offer or supply concrete data, for example its own competition law analysis; the 6 May meeting gave PPG a further opportunity (paras 3.21–3.22). The Chamber also accepted AkzoNobel’s point that truly non-committal talks were no longer realistic: PPG had approached unsolicited, two proposals had been firmly rejected, PPG and shareholders were applying public pressure, and contacts between Elliott and PPG had come to light. It was “not incomprehensible” that AkzoNobel feared talks would not stay confidential and would create a dynamic, in its share price and shareholder base, with “no passable way back” (para. 3.23). No standard of care had been breached by not negotiating (para. 3.24), and on this first subject there were provisionally no well-founded reasons for doubt (para. 3.25).

Accountability to shareholders and the EGM request

On the refusal to convene the EGM, the Chamber noted that every response to PPG had been unanimous in both boards. Against that background, the item on Burgmans’s dismissal was “in essence” not aimed at his individual functioning but at moving AkzoNobel to negotiate a takeover. The statement in the request that the shareholders did not seek to influence strategy did not “accord with reality”, and AkzoNobel could read the request as an attempt to gain shareholder control over its stance towards PPG and thus over its strategy. Since it is for the board, under supervision, to decide whether and how far to consult shareholders on strategy (ASMI), the refusal was provisionally no well-founded reason for doubt. The Chamber expressly left open whether a request to the preliminary relief judge for authorisation to convene the meeting would have succeeded (para. 3.28).

The Chamber was more critical on accountability. AkzoNobel had refused the EGM request without considering an informative meeting without the dismissal item (para. 3.29). Long-standing shareholders were clearly estranged, as their language showed (para. 3.30). Shareholders are entitled to accountability for the policy pursued and to adequate information about its basis, both to exercise their rights and to set their own investment policy (para. 3.31). No such account had been given at the annual meeting of 25 April 2017 (para. 3.32). Bilateral meetings had not removed the incomprehension: they had been used mainly to explain the stand-alone strategy, and they are limited because price-sensitive information cannot be shared in private; the investor update of 19 April 2017 was also about the new strategy rather than the reasons for rejecting PPG (para. 3.33).

Put more briefly: the fact that a decision of the target company not to support an offer does not accord with the will of (a majority of) the shareholders does not in itself mean that the target company could not reasonably have reached that decision.

The Chamber accepted that a target may decline to support an offer even where a majority of shareholders would accept it, and even where it is plausible that the stand-alone scenario will generate less shareholder value in the long term than the offer would in the short term (para. 3.34). That did not mean the board could ignore the problem: a persistent lack of confidence of a substantial part of the shareholders in the strategy harms AkzoNobel and all its stakeholders, and it was for the boards to consider how to normalise the relationship (para. 3.35). Shareholders, for their part, could press for accountability by using Articles 2:110 and 2:111; Elliott had started down that road, though aiming more at a change of course than at accountability, but had not applied to the preliminary relief judge (para. 3.36). Whether the degree and manner of accountability amounted to a well-founded reason for doubt was left open for the inquiry hearing, and the Chamber declined to prescribe by immediate measure how AkzoNobel should explain itself, not least because content, form and timing could depend on whether PPG would now launch a hostile offer (para. 3.37).

Outcome

All requests for immediate measures were refused. Every further decision, including on costs, was stayed (paras 3.38 and 4). The inquiry request itself was to be heard later (para. 1.13).

Nexperia: the immediate measures of October 2025

Facts in outline

Nexperia Holding B.V. and Nexperia B.V., both in Nijmegen, run a semiconductor business with about 12,500 employees worldwide, about 400 of them in the Netherlands, with wafer fabs in Manchester and Hamburg and back-end plants in China, the Philippines and Malaysia. The sole shareholder of Nexperia Holding is Yuching Holding Limited of Hong Kong, indirectly wholly owned by Wingtech, which is listed in Shanghai. The CEO, anonymised in the judgments, held indirectly about 15% of Wingtech and was its controlling shareholder; Chinese national and regional authorities and related funds held 30% (2026 decision, paras 2.1–2.5). Nexperia Holding has a one-tier board, on which the CEO was non-executive chair and the Chief Legal Officer (CLO) executive director; the board of Nexperia B.V. consisted of the CEO and the CLO (para. 2.3). Article 3 of the board rules of Nexperia B.V. delegated all board powers not expressly reserved to the CEO (para. 2.4). Since 2023 a Shanghai foundry, WSS, wholly and indirectly owned by the CEO, supplied 12-inch wafers to Nexperia under a Foundry Services Agreement of 4 April 2023 (paras 2.6 and 2.22).

From late 2023 Nexperia sought support from the Ministry of Economic Affairs to be recognised as a Dutch and European semiconductor company. It offered governance measures, including a supervisory board at Nexperia Holding with approval rights over “reserved matters” and a Chief Security Officer; on 19 August 2024 the Minister wrote that he regarded Nexperia as a full member of the Dutch semiconductor industry (paras 2.7–2.16). From the summer of 2024 the CEO withdrew from the reserved matters (paras 2.17–2.18). Wingtech was placed on the US Entity List with effect from 31 December 2024 (para. 2.19). On 30 September 2025 the US published the “50% rule”, extending the restrictions to entities owned 50% or more by listed entities, with effect for Nexperia after sixty days, and on the same day the Minister issued an order (bevel) under the Goods Availability Act (Wet beschikbaarheid goederen) to preserve Nexperia’s enterprise and production resources (paras 2.66–2.67).

1 October 2025: ex parte measures

On 1 October 2025 the CLO filed an inquiry request on behalf of both companies. It asked for the CEO’s suspension, a third-party non-executive director, transfer of the shares to an administrator and a bar on the CLO’s dismissal; the State supported the request by letter the same day (Enterprise Chamber, 1 October 2025, paras 1.1 and 1.3). The Chamber ordered a hearing behind closed doors on 6 October 2025, prohibited all those involved from communicating about the proceedings and, citing “the special nature of the request and the great urgency”, decided part of the request ex parte under Article 2:349a(3) (paras 2.1–2.3). For its provisional opinion it referred to the grounds in the request and to what was stated in the Minister’s order of 30 September 2025 (para. 2.4). Until the decision after the hearing, it suspended the CEO as a director of both companies, suspended Article 3 of the board rules and transferred all shares in Nexperia Holding for administration to a person still to be named (para. 3). The appointment of a non-executive director and the bar on the CLO’s dismissal were not yet granted.

7, 8 and 13 October 2025: hearing, measures and reasons

After the hearing on 6 October, the Chamber gave a short operative decision on 7 October 2025 (ECLI:NL:GHAMS:2025:2739) and its full reasons on 13 October 2025. On 8 October 2025 it allowed the State to communicate about the case in diplomatic contacts and appointed A.R.J. Croiset van Uchelen as administrator of the shares (ECLI:NL:GHAMS:2025:2740); on 13 October 2025 it lifted the communication ban entirely because, after Wingtech’s own publication, secrecy no longer served a reasonable purpose (ECLI:NL:GHAMS:2025:2742, para. 2.1).

In the reasoned decision of 13 October 2025, the Chamber first held that it had jurisdiction. The request concerned two Dutch companies and was made by those companies, so Article 995(1) of the Code of Civil Procedure with Article 2:345 applied; jurisdiction over Yuching and the CEO, both in Hong Kong, followed from Article 3(c) and Article 6(h) of the Code of Civil Procedure. A director and indirect shareholder who chose to enter into a corporate relationship with a Dutch company cannot block measures in its interest because they live elsewhere, as that would unacceptably frustrate the right of inquiry (paras 3.1–3.4). The Netherlands–China investment treaty did not stand in the way, because the same measures are regularly taken against Dutch directors and shareholders (para. 3.5).

On admissibility, the grounds were not limited to a geopolitical interest outside the company but concerned internal decision-making, and so fell within the right of inquiry (para. 3.6). Asking the Chamber to defer appointing investigators was consistent with the statutory system (para. 3.7). The CLO could file alone on behalf of the company although he was only jointly authorised to represent it: where a director alleges that the reasons for doubt lie precisely in his co-director’s functioning, letting that co-director block the request by withholding his cooperation would unacceptably frustrate the right of inquiry (para. 3.8, referring to the Chamber’s Johema decision of 2021). No prior letter of objections was required, as Article 2:349(1), second sentence, disapplies that requirement where the company itself files (para. 3.9).

The Chamber accepted that the procedure was “very unusual”: measures ex parte within hours, a hearing within three working days, a complex case and Chinese public holidays. But the ex parte decision rested on a substantiated claim of acute emergency, aimed only at freezing the situation, and Yuching had filed a full defence; the objection based on Article 6 ECHR was rejected (paras 3.11–3.15).

This provisional opinion does not rest on the order and the grounds on which the order is based. The order does not yet have formal legal force, and it must be taken into account that objection and appeal will be lodged against the decision by which the order was given.

The provisional reasons for doubt were, first, conflict of interest. Applying the test in Article 2:239(6) as formulated in the Supreme Court’s Bruil decision, the Chamber found that the CEO, with about 15% indirectly in Nexperia and control of financially weak WSS, faced incompatible interests. According to Nexperia, orders worth US$200 million had been placed for 2025 against a business need of US$70–80 million; for Metal-Oxide-Semiconductor wafers, an internal estimate of 8 May 2025 of 98,400 for the last three quarters of 2025 against 215,000 that the CEO insisted on ordering, with staff describing the orders as placed “for scrap”; and the contract had been changed at the CEO’s insistence to require 70% prepayment. The heightened care required for a conflicted transaction had not been shown (paras 3.17–3.18). Second, Nexperia had not followed through on its governance commitments to the State, even after Wingtech’s listing and the warnings in June 2025 about the 50% rule, when implementation became “evidently in Nexperia’s interest” (paras 3.19–3.20). Third, from September 2025 the CEO had withdrawn the banking powers of the CFO and two other finance officers without business explanation and given them to people without financial experience, which for a company of Nexperia’s size “borders on recklessness”, and had announced the dismissal of the CLO, the CFO and the COO without asking the works council for advice under Article 30 of the Works Councils Act on the CLO’s dismissal as director (para. 3.21).

The Chamber suspended the CEO as non-executive director of Nexperia Holding and executive director of Nexperia B.V., appointed G.R.C. Dierick as non-executive director of both companies with a casting vote, which means that resolutions follow his vote even against the majority, and with sole power of representation, transferred all shares in Nexperia Holding except one to the administrator, and suspended Article 3 of the board rules “in so far as it does not already conflict with mandatory law” (para. 3.23 and the decision). Dierick could choose to be assisted by the CEO on conditions he set (para. 3.23). Less far-reaching measures had been discussed at the hearing and rejected on grounds of proportionality and subsidiarity: the conflicted conduct concerned the CEO, and the failure to implement governance commitments concerned both the CEO and Yuching as shareholder (para. 3.24). The requests to suspend the CLO and to instruct the court director on challenging the ministerial order were refused; whether to object to the order was for Nexperia’s board (para. 3.25). The salary and costs of the court director were placed on both companies and those of the administrator on Nexperia Holding, with security to be provided before they started work, and no order for costs of the proceedings was made (decision, points d, g; para. 3.28).

Nexperia: inquiry ordered, 11 February 2026

The proceedings

After a supplementary request of 17 December 2025, supported by the State and the works council, and defences by Yuching and the CEO asking for dismissal or, in the alternative, an inquiry extending to the CLO, the CFO and the COO, the request was heard on 14 January 2026 (paras 1.4–1.7). The facts found were considerably fuller than in October. They covered the WSS prepayment agreement of 26 February 2025 (70% advance payment within five working days, discounts of 3% and 5%, one-year term, termination at 14 days’ notice; para. 2.28), the abandoned acquisition of WSS after due diligence showed it had no positive equity value (para. 2.32), the change of the internal resilience project into a “local for local” strategy (para. 2.52), a plan to copy US-created intellectual property to Chinese servers (para. 2.46), a “WSS Second Brand” distribution plan opposed by the CLO, CFO and COO (paras 2.51 and 2.64), and enquiries in September 2025 about selling the Manchester and Hamburg fabs, which the CFO was not to be told about (para. 2.59). After 1 October 2025, China imposed export restrictions on 4 October 2025, intercompany deliveries and payments stopped, customers of Nexperia China, about 70% of group revenue, paid into an account controlled by Wingtech, and local teams were told to download data to local storage (paras 2.69–2.71). On 21 October 2025 the US exempted Nexperia from the 50% rule “based on actions taken by the Government of the Netherlands and the Dutch judiciary” (para. 2.72). Banks cancelled a US$800 million revolving facility on a change of control; Nexperia B.V. terminated a US$480 million revolving facility with Yuching, which Yuching had almost fully drawn, with about US$515 million outstanding including interest and costs; WSS started arbitration on 10 December 2025 (paras 2.75–2.77).

The State as interested party

Yuching argued that the State was only seeking to enforce the order, which was not an interest it could protect in inquiry proceedings, and that public-interest inquiries are reserved to the Public Prosecution Service. The Chamber rejected this. The Advocate General’s powers under Article 2:345(2) and related provisions do not prevent the State from appearing as an interested party (para. 3.2). Under Scheipar, it is enough that a party is so closely involved in the subject of the proceedings that it has an interest in appearing; here, Nexperia itself had sought the Ministry’s support, and the conditions set, the commitments made and their implementation were central to the case. The Chamber therefore left open whether the State was merely trying to enforce the order (paras 3.3–3.4).

The framework

Directors must perform their duties properly, that is carefully and loyally, guided by the interest of the company and its enterprise, which as a rule is determined above all by promoting the lasting success of the enterprise through sustainable long-term value creation, referring to the Chamber’s Centric Holding decision of 11 December 2025. The company also has an independent interest in compliance with statutory, constitutional and Article 2:8 norms, “including procedural norms necessary for proper decision-making”, and directors must take care that the interests of those involved are not harmed unnecessarily or disproportionately (para. 3.6). The board is collectively responsible for policy, including strategy, financial and risk policy, and directors must keep each other informed at least in outline (para. 3.7). An executive committee does not change this, and its members are in principle within the scope of Article 2:8(1) and owe the company proper performance of their tasks (para. 3.8). On conflicts of interest, the Chamber repeated the Bruil test and the requirements of heightened care: separating the interests, maximum openness, market terms, if necessary independent experts, and abstention under Article 2:239(6), applied by analogy to a conflicted member of the executive committee (para. 3.9).

Conflict of interest: the WSS orders

The Chamber took a more nuanced view than in October. Nexperia and WSS were interdependent, so their interests could run parallel; each transaction had to be assessed separately (para. 3.10). It distinguished two periods (para. 3.11). Before the prepayment agreement, Nexperia had a twofold legitimate interest: building stock for an expected 2027 capacity shortage at WSS, and keeping WSS from bankruptcy at a time when it still intended to acquire it (para. 3.11.2). As the agreement amended a framework contract, the CEO could reasonably be considered able to represent Nexperia’s interest with integrity; the conflict risk had been identified and an annex to the resolution explained understandably why the agreement was in Nexperia’s interest, which the CLO accepted (para. 3.11.3). Entering into the agreement was therefore no ground for doubt, though it was a potential source of future conflict (para. 3.11.4).

After the agreement, however, the CEO had a conflict in respect of each concrete order, because of the storage, shelf-life and cost risks for Nexperia, and heightened care was required each time; it was not shown (para. 3.12). An order of 17 March 2025 for 24,000 extra wafers was driven by WSS’s liquidity needs (para. 3.13); after the acquisition was abandoned, WSS took the initiative for further pre-orders, an employee noted “That’s 5 years inventory”, and the CFO raised the alarm on 9 April 2025 (para. 3.14). Yuching’s denial that WSS was in difficulty was insufficiently substantiated. The board had not asked itself, in the changed circumstances, whether further orders still served Nexperia; instead, as the COO and the CLO confirmed at the hearing, the executive team believed the orders had to be placed “because [the CEO] wanted it”. This was a well-founded reason for doubt (para. 3.15).

The relationship with the Ministry and the change of strategy

The Chamber’s starting point is an important one for any company under pressure from a government or an investor. Nexperia, like any company, is free within the law to organise itself as it sees fit (citing the Supreme Court’s Fugro decision of 20 April 2018); the talks with the Ministry were voluntary, and backing away from commitments to change governance is not in itself a ground for doubt (para. 3.17).

Furthermore, the Enterprise Chamber takes as its starting point that freedom of enterprise also includes the freedom of the board to determine or change the company’s strategy. In assessing the strategy determined by the board, the Enterprise Chamber exercises restraint. In principle it does not enter into the merits of that decision as long as it rests on a sound and collegial decision-making process with a proper weighing of the advantages and disadvantages and of all relevant interests and risks.

The facts nonetheless showed a pattern. In the spring of 2024 Nexperia, with the CEO’s knowledge, announced a supervisory board with approval rights over reserved matters and found three candidates acceptable to the Ministry (para. 3.18). In the summer of 2024 the CEO retraced his steps, but the Ministry was not told at once; Nexperia did not correct the Minister’s assumptions in his letter of 19 August 2024 and used that letter with third parties (para. 3.19). An internal e-mail of 22 January 2025 reported that the CEO feared a supervisory board might obstruct the planned acquisition of WSS, and that his confidant had asked for this not to be shared with the CLO and the head of corporate affairs (para. 3.20). By February 2025 Nexperia no longer offered veto rights or the promised Chief Security Officer; the Ministry hardened its stance in March 2025, and in June 2025, after talks with US officials, the Ministry of Foreign Affairs recorded that the CEO would almost certainly have to be replaced for an exemption (paras 2.44, 2.48 and 3.21–3.22). More than a year after the supervisory board had been promised, Nexperia invoked the need for approval from the Chinese securities regulator, but at the hearing it could not be confirmed that steps to obtain it had ever been taken (para. 3.22). Meanwhile the strategy had shifted towards enabling Nexperia China to produce independently of Nexperia’s European front-end fabs (para. 3.23).

The Chamber did not review that strategic choice on its merits; from Yuching’s and Wingtech’s perspective it could have been a defensible assessment, and the CEO’s own position may have played a part now that his departure had become a condition for an exemption. But the choice had far-reaching consequences and risks for Nexperia: the company asked the Ministry for support while putting that relationship at risk, because its conduct did not match what it told the Ministry and because it delayed the governance changes. That this risky choice had been discussed with the co-director and in the executive team on the basis of a sound decision-making process “has not been shown to the Enterprise Chamber” (para. 3.24). The way the track with the Ministry had been handled, the strategy change within it and the lack of clarity about the underlying risk assessment were well-founded reasons for doubt (para. 3.25).

Banking powers, dismissals and the “strategic reorientation”

The Chamber maintained its view that withdrawing the banking powers of the CFO and two other finance officers on 4 September 2025, without announcement or consultation, and granting them to people without financial experience “borders on recklessness” (para. 3.26). It added that the CEO’s confidant had pasted large parts of the CFO’s objections into an AI assistant, whose answer underlined those objections, and that after the CLO set out serious objections the CEO refused to reverse “this evidently harmful measure”; that alone was an independent ground for doubt (paras 3.27–3.28). Taken together with the dismissal notices, given without timely works council advice, the plans to move intellectual property and possibly sell the European fabs, the WSS Second Brand plan and pressure to finance WSS, the events of September 2025 suggested that a new strategy had been set in motion under the CEO’s leadership, bypassing the CLO as co-director and the CFO and COO. It was unclear what scenarios had been considered, how the risks had been weighed, including the risk of alienating Western automotive customers that wanted “China-free” sourcing, and whether all board and executive team members had been involved or decisions ran through informal channels (para. 3.29).

Events after 1 October 2025

The Chamber did not decide who was to blame for the disruption after its first decision.

In this phase of the proceedings it may be left open to whom this disruption is attributable; the mere fact that such a struggle has arisen between the various parts of Nexperia’s multinational enterprise that it is currently no longer able to maintain its production processes and supply its customers constitutes a well-founded reason to doubt a proper conduct of affairs that can justify an inquiry.

Weighing of interests and the ministerial order

Yuching and the CEO argued that even with reasons for doubt the request should be refused: the proceedings had caused serious damage, an inquiry could not solve a crisis caused by geopolitics and the Minister, the right of inquiry is unsuited to protect economic security, and by the end there might be no enterprise left (para. 3.32). The Chamber recalled that the power to order an inquiry is discretionary and requires a weighing of interests in which the interest of the legal person comes first, citing the Supreme Court’s SMHHC decision of 18 November 2022 (para. 3.33).

In the weighing of interests, the order, its suspension and the motives underlying those decisions play no part; the Enterprise Chamber does not enter into these subjects, which lie outside the reach of the right of inquiry.

What mattered were doubts about core elements of good governance, compliance with conflict-of-interest rules and the functioning of the collegial board, including in setting strategy, which also affected business policy. An inquiry could clarify the causes and provide a basis for restoring calm and preventing repetition. The international group structure, the Chinese shareholder and the geopolitical dilemmas did not mean that an inquiry should be withheld (para. 3.34).

The inquiry ordered

The inquiry covers the period from 1 December 2023 to the date of the decision and focuses on four subjects: the handling of conflicts of interest, including the deposit agreement with WSS and the provision of machines and intellectual property rights to WSS; Nexperia’s conduct in the light of Wingtech’s listing and the threatened 50% rule, in particular towards the Ministry and other Dutch authorities, the strategic choices made and whether they rested on sound and collegial decision-making in the board and the executive team, including, as Yuching asked, the conduct of the CLO, CFO and COO; the withdrawal of the banking powers and the dismissal notices; and events after 1 October 2025, in particular the schism with the CEO, Wingtech, Yuching and Nexperia China (para. 3.35 and decision, point b). Given the complexity, two investigators will be appointed later. The budget was not yet set: the investigators must submit a plan and budget, within six weeks of their appointment according to the operative part (the reasons mention two months), on which the parties may comment (paras 3.36–3.37 and decision, point d). The costs of the inquiry are borne by Nexperia Holding B.V. (decision, point e), consistent with Article 2:350(3). A.W.H. Vink was appointed supervisory judge (decision, point g).

The immediate measures maintained

The state of affairs called for calm so that Nexperia could restore internal relations, its supply chain and deliveries, which required a board not hampered by the dispute between parts of the group or with its shareholder (para. 3.38). The Chamber maintained the CEO’s suspension and Dierick’s appointment with a casting vote; the suspension might be burdensome for the CEO, but that did not outweigh Nexperia’s interest in calm and healthy relations (para. 3.39). It maintained the transfer of all shares but one for administration, because the necessary decisions in the general meeting had to be possible without obstruction. One share was left with Yuching to preserve its access to the general meeting and to shareholder information. The administration transfers the corporate rights, including the rights to attend and vote, but the economic rights, including dividend, pre-emption rights and rights under the dispute resolution and squeeze-out rules, stay with the shareholder, and the administrator may not dispose of the shares (para. 3.40, citing an Enterprise Chamber decision of 30 April 2019). The suspension of Article 3 of the board rules was also maintained (second para. 3.40). No other measures were taken, no order for costs was made, and the decision was declared provisionally enforceable (paras 3.41–3.42 and decision, point h).

How the judgments fit together

Process review, not merits review. AkzoNobel said that the correctness of the boards’ weighing was not for the Chamber to judge (para. 3.19); Nexperia said the Chamber does not enter into the merits of a strategy “as long as” it rests on a sound and collegial process (para. 3.17). The difference in outcome follows from the evidence of process. AkzoNobel could show 18 meetings of the two boards, most with every member present, valuations made independently by two banks, competition law analysis, unanimous decisions and written reasons structured around four criteria. Nexperia could not show that the strategy shift of 2025 had been discussed with the co-director at all; the evidence pointed to instructions from the CEO, informal channels and senior officers kept uninformed.

Shareholders and strategy. AkzoNobel confirms that shareholders of an NV cannot use the inquiry procedure to obtain a prior say in strategy, including the response to a bid, and that an EGM request which in substance seeks such a say may be refused without that being, on its own, a reason for doubt. The decision leaves two pressure points: the board’s duty to account afterwards, which the Chamber treated seriously and left open for the inquiry stage, and the shareholders’ own route to the preliminary relief judge under Article 2:110(1), which the Chamber expressly did not pre-judge. Nexperia approaches the same theme from the other side. Yuching, the sole shareholder, had as its directors the CEO and his spouse, and the CEO also sat on Nexperia’s boards; the Chamber put its shares under administration because its failure to implement governance commitments, as shareholder, was one of the grounds for doubt (13 October 2025, para. 3.24). In both cases the company’s interest, not the shareholder’s preference, sets the standard.

Stakeholders and long-term value. Both decisions use the formulation that AkzoNobel takes from Cancun: the interest of the company is determined above all by the lasting success of its enterprise, and directors must not harm the interests of those involved unnecessarily or disproportionately. AkzoNobel draws the consequence that a board may reject a bid that the majority of shareholders would accept (para. 3.34). Nexperia adds, citing Centric Holding, “sustainable long-term value creation” and the company’s independent interest in compliance with procedural norms of proper decision-making (para. 3.6), which became the decisive standard.

Voluntary commitments and the public interest. Nexperia makes clear that commitments to a ministry are voluntary and that withdrawing them is not mismanagement as such (para. 3.17). What counted was the gap between what the company told the Ministry and what it did, and the absence of a documented risk weighing at a moment when the Ministry’s support was critical (para. 3.24). The Chamber kept the ministerial order itself outside the case: the 13 October 2025 provisional opinion “does not rest on the order” (para. 3.16), and in February 2026 the order and its suspension played no part in the weighing (para. 3.34). One tension is visible in the sources: the ex parte decision of 1 October 2025 referred, for its provisional reasons, to the request and also to “what is stated in the order” of the Minister (para. 2.4). The later decisions put the Chamber’s view on an independent footing.

Who may set the procedure in motion. In AkzoNobel the applicants were minority shareholders. In Nexperia the company itself, represented by one of two jointly authorised directors, filed against its own CEO and controlling shareholder. The Chamber accepted that a single director may do so where the doubts concern the co-director’s functioning (13 October 2025, para. 3.8). Our current text of Article 2:346(2) separately allows the supervisory board or non-executive directors to file on the company’s behalf; the Chamber did not rely on that provision, as the CLO was an executive director.

Restraint and urgency. AkzoNobel describes the threshold for immediate measures before an inquiry as one that “calls for restraint” (para. 3.7). Nexperia shows that restraint is not abstention: in a substantiated emergency the Chamber acted ex parte within hours, then heard the parties within days, and justified the measures in terms of proportionality and subsidiarity (13 October 2025, paras 3.12–3.15 and 3.24).

Open questions. AkzoNobel left open whether a lack of accountability to shareholders can itself be a well-founded reason for doubt, and whether a court authorisation to convene the EGM would have been granted. Nexperia leaves open who was responsible for the disruption after October 2025, how the conduct of the CLO, CFO and COO is to be judged, and whether the State’s role was limited to enforcing the order. These are now for the investigators.

What it means in practice

For boards of Dutch companies, including holding companies of foreign groups: - Minute strategic decisions properly: who attended, which advisers reported, which alternatives were compared and which criteria were applied. In AkzoNobel this record defeated the claim of a sham process; in Nexperia its absence was itself a ground for doubt. - Make sure that strategic decisions are taken by the board as a whole. A delegation of all powers to the CEO, as in Article 3 of Nexperia’s board rules, does not remove the collective responsibility of the other directors, and the Chamber suspended that article. - Treat every transaction with an entity in which a director has an interest as a potential conflict under Article 2:239(6) or, for an NV, Article 2:129(6), and record the business rationale. A framework agreement with a written annex explaining why it served the company passed scrutiny; individual orders placed without fresh assessment did not. - Do not change banking mandates or remove key finance officers without reasons, consultation and attention to tax and treasury consequences. - Before dismissing a statutory director of a company with a works council, check whether the works council must be asked for advice under Article 30 of the Works Councils Act. - If governance commitments are made to a ministry, a regulator or a lender, keep the counterparty informed when the position changes, and record why.

For targets of an unsolicited bid: - There is no general duty to negotiate, but explain the objections to the bidder concretely enough for it to improve its offer, and consider the risk that talks will not stay confidential. - Plan how to account to shareholders for a rejection. Bilateral meetings are limited by the rules on price-sensitive information; an informative general meeting may be needed.

For shareholders: - An inquiry request does not give a prior say in strategy. Where the aim is a shareholder meeting, the route in Articles 2:110 and 2:111 runs through the preliminary relief judge; in AkzoNobel it was not taken. - Statements that a request is not about strategy will be tested against reality, including internal correspondence such as Elliott’s e-mail of 11 April 2017. - A share administration ordered as an immediate measure takes away voting and meeting rights but leaves dividend and other economic rights with the shareholder.

Documents to keep: board and committee minutes with the materials presented, adviser reports, the written reasons for rejecting or accepting proposals, conflict-of-interest assessments for each related-party transaction, correspondence with authorities about governance commitments, banking mandate decisions, and works council requests for advice. The inquiry ordered in Nexperia reaches back to 1 December 2023, more than two years before the decision. The Chamber will look at the relevant period as a whole, so these records need to be complete for all of it. How the Chamber weighs individual responsibility after a report is a separate question; our review of director liability towards the company and creditors deals with the liability side under the Civil Code.

Status

AkzoNobel. The decision of 29 May 2017 refused the immediate measures and stayed every further decision, including costs; the inquiry request was to be heard at a later hearing (paras 1.13 and 3.38). Our sources do not show the further course of the case.

Nexperia. The decision of 11 February 2026 orders the inquiry and maintains the measures for the duration of the proceedings; the two investigators and the budget were still to be determined. The judgment records that on 19 November 2025 the Minister suspended the order for an initial six months or until the inquiry proceedings end without a final decision (para. 2.74), and that following talks between the United States and China, the entry into force of the 50% rule was suspended on 10 November 2025 until 9 November 2026 (para. 2.73). Under Article 2:359(1) cassation lies against the Chamber’s decisions under this Division; our sources do not show whether it has been lodged. If the report finds mismanagement, the second phase under Article 2:355 and Article 2:356 would follow.

Provisions discussed

• Civil Code, Book 2: Art. 2:345, Art. 2:346, Art. 2:349, Art. 2:349a, Art. 2:350
• Civil Code, Book 2: Art. 2:239
• Civil Code, Book 2: Art. 2:8

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How to cite

Case law review by BCA EU, for information. Quotations from the judgments are our translations; only the original texts published by the courts are authoritative. Judgments checked on the official sources on 30 October 2026. This page is not legal or tax advice.